Martha Morfitt
lululemon athleticaAbout Martha (Marti) Morfitt
Independent Chair of the Board at lululemon (since March 2022), Morfitt has served as a director since 2008 (age 67). She is a principal at River Rock Partners (since 2008) and previously served as CEO of Airborne (2009–2012) and President/CEO (2001–2007) and COO (1998–2001) of CNS, Inc. She holds an H.B.A. from Ivey (University of Western Ontario) and an MBA from York University’s Schulich School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| River Rock Partners, Inc. | Principal | 2008–present | Business and cultural transformation consulting |
| Airborne, Inc. | Chief Executive Officer | 2009–2012 | CEO leadership of consumer health brand |
| CNS, Inc. | President & CEO | 2001–2007 | Led public consumer health company |
| CNS, Inc. | Chief Operating Officer | 1998–2001 | Operations leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Graco, Inc. | Director | Current | Public company directorship |
| Olaplex Holdings, Inc. | Director | Current | Public company directorship |
| Mercer International Inc. | Director | Former | Public company directorship (prior) |
| Life Time Fitness, Inc. | Director | Former | Public company directorship (prior) |
Board Governance
- Role and independence: Independent Chair of the Board (since March 2022); board determined she is independent under Nasdaq standards .
- Committees and expertise: Member of the Audit Committee and designated an “audit committee financial expert” by the Board .
- Board/committee activity: Board met 6 times in 2024; all directors attended at least 75% of Board and applicable committee meetings; non-management directors hold executive sessions in connection with each regularly scheduled Board meeting .
- Board leadership: Chair and CEO roles are separated; Lead Independent Director is David Mussafer (chairs CRSG) .
- Shareholder engagement: The company engaged with holders representing ~28% of shares in FY2024; in many sessions, the Board Chair participated directly .
- Committee composition snapshot (FY2024): Audit (Chair: Teri List; members include Morfitt; 6 meetings); PCCC (Chair: Emily White); CRSG (Chair: David Mussafer) .
Fixed Compensation
| Year | Component | Amount (USD) |
|---|---|---|
| 2024 | Fees Earned or Paid in Cash | $274,148 |
| 2024 | Stock Awards (fair value recognized) | $159,439 |
| 2024 | Total | $433,587 |
Director fee schedule (unchanged for FY2025):
| Component | FY2025 Fee (USD) |
|---|---|
| Base annual cash retainer (non-employee director) | $100,000 |
| Board Chair retainer | $160,000 |
| Lead Director retainer | $50,000 |
| Audit Chair / Member | $30,000 / $15,000 |
| PCCC Chair / Member | $30,000 / $12,500 |
| CRSG Chair / Member | $20,000 / $10,000 |
| Annual equity grant (non-employee directors) | $160,000 |
Performance Compensation
| Equity Vehicle | Grant Policy | Grant Value (Typical) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock Awards (time-based) | Annual grant under 2023 Equity Plan | ~$160,000 | One-year vesting | None (time-based) |
Director compensation is structured as a mix of cash retainers/fees and time-based equity; there are no performance metrics tied to director equity (performance metrics apply to executives, not directors) .
Other Directorships & Interlocks
| LULU Director | External Board Overlap | Interlock Note |
|---|---|---|
| Martha Morfitt | Olaplex Holdings, Inc. | Current LULU directors Emily White and David Mussafer also serve on Olaplex’s board, creating a multi-director interlock . |
- Related-party transactions: The company reports no transactions requiring disclosure under Item 404(a) for FY2024; related-party transactions are reviewed by the Audit Committee under a formal policy .
- Implication: While no related-party transactions exist, a three-director overlap at Olaplex may increase perceived information flow or network influence risk; monitor for evolving governance dynamics (no specific conflict disclosed) .
Expertise & Qualifications
- Key qualifications (lululemon): Extensive leadership in branded consumer businesses, strategic planning, and public company governance .
- Financial oversight: Board-designated “audit committee financial expert,” reinforcing depth in accounting/financial reporting oversight .
- Long-standing public board experience since 1995 across multiple issuers .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Total Beneficially Owned | Ownership % |
|---|---|---|---|---|
| Martha Morfitt | 90,498 | — | 90,498 | <1% |
- Director stock ownership guideline: Minimum holding equal to 5x the base annual cash retainer; expected to comply within five years of appointment/election .
- Hedging/pledging: Insider trading policy generally prohibits all forms of speculative trading, including hedging and pledging of company securities .
Performance & Shareholder Signals (Company-level context)
- Say-on-Pay: ~93% support at the 2024 annual meeting, indicating broad shareholder approval of pay design .
- Compensation committee independence and consultant: PCCC members are independent; WTW engaged as independent compensation consultant .
Governance Assessment
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Positives
- Independent Board Chair with deep consumer/operating experience and audit financial expert designation; strong alignment with robust financial oversight .
- Active board structure and processes: separate Chair/CEO, Lead Independent Director, regular executive sessions, solid attendance, and codified related-party and insider trading policies (including hedging/pledging prohibition) .
- Director pay mix includes equity and meaningful stock ownership guidelines, supporting alignment with shareholders .
-
Watch items / potential red flags
- Multi-director interlock with Olaplex (Morfitt, White, Mussafer) could raise perceived governance/network influence concerns despite no related-party transactions disclosed; continue to monitor for any cross-issuer conflicts .
- Long tenure (director since 2008) can raise refreshment/independence optics; board discloses ongoing evaluations and refreshment practices, with mixed tenures and diversity metrics .
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Overall: Morfitt’s profile reflects strong board leadership and financial oversight credentials, clear independence, solid engagement with shareholders, and ownership alignment, offset by a notable but disclosed external interlock that merits monitoring .